Shadows of an Empire
by tsukahara10
Summary: Years after the Human race achieves victory over the Covenant the Human empire starts to expand again, but rebellions start to threaten the stability of the Earth government and the Spartans are called into action again. Chapter 6 is up.
1. Prologue

**Prologue**

_0930 Hours, March 15th, 2561 (UNSC Military Calendar)  
Oslo, European Union, Earth_

Markus Gundersen walked out onto his front porch and looked up at the sky. On that clear day it was easy to see the numerous defense stations the UNSC still had in orbit around the planet. It had been eight years since the war against the Covenant ended yet the UNSC insisted on keeping everything in working order. In fact the military had nearly doubled in size since the war. And with the continuing peace with the three races that broke off of the Covenant, the safety of the Human race was ensured. Why the need for such a large military?

Technically Markus was still in the UNSC Marine Corps, yet he hadn't been on active duty for several years. Markus joined the Marines late in the war and only saw the last year of it. He didn't even see the Covenant invasion of Earth. He was in the Corps when it happened, but the brigade his platoon was a part of was assigned to defend the last of the Inner Colonies. He wished he could've been there to defend his homeland, but it would've taken too long to recall his brigade back to Earth. The battle would've been over by the time they arrived, and despite the outcome of the battle at Earth another Inner Colony would've been lost due to the removal of its defense.

Markus saw plenty of action however. The colony his brigade defended, Kappa Arcanus II, was invaded by the Covenant just before Earth was. And like all Covenant invasions they came in search of a Forerunner artifact. Yet unlike all the others, the Covenant failed to recover the artifact they sought. The Marines successfully held them at bay for several days until the Covenant forces eventually were defeated. The victory at Kappa Arcanus II earned Markus a promotion, a Colonial Cross for carrying his wounded commanding officer from the front lines of a battle to safety, and a Purple Heart for several severe plasma burns he sustained while evacing his CO.

Now a Captain in the inactive reserves, Markus was eagerly awaiting his next assignment.

As he gazed out over his front lawn and down the street towards the city, Markus couldn't help but think about how lucky this region had been during the Covenant invasion of Earth. The attack had left Africa in ruins. The entire continent was a burning wasteland, completely uninhabitable, while Europe, Asia, the Americas, and Australia were left untouched.

Earth's armed forces had been decimated while trying to defend the planet. Millions of troops from all over the world were brought to Africa to try to stop the invading Covenant, but all were killed. Civilians were mindlessly slaughtered. Once Africa had been completely annihilated, it seemed like nothing could stop the Covenant, until one single man changed everything. The man known to the public only as Master Chief. This man, this biologically enhanced Spartan-II supersoldier, was said to have sacrificed himself to save Humanity. Nobody outside the ONI knew exactly what happened, and the ONI weren't giving out any details.

Some believed the Master Chief was still alive. The ONI built him up so much that it was believed that he simply could not die. The ONI just wanted a valiant story to tell the civilians that would raise their hearts. They wanted the Spartan-II project to go out with a bang.

Now that the war was over, life was good again. The Human race started to expand again. The once great empire contained over a hundred worlds before the Covenant first appeared at Harvest. Less the twenty remained after the war, and most of those were cut off from Earth. Now Humanity was trying to regain contact with the colonies that had been separated and reclaim the planets that had been lost to the Covenant. The Earth government had never been so stable. Unfortunately, the longer they went without war, the less stable the government became. The Humans may have been regaining lost worlds, but the small emerging empire was spreading itself thin.

Markus sighed, and picked up the morning paper at his feet. He walked back inside and sat down at his kitchen table next to his wife, Britta, and read the first headline.

_Rebel insurrection swiftly quelled on Alpha Tichondrius V_.

Markus instantly knew that in a few hours he would be receiving a new assignment from the UNSC Marine Corps in the mail. Rebellions had begun already, and the UNSC wasn't ready. Inactive reserves were going to be pulled into active duty, and the military was going to go into overdrive to keep the empire from falling apart. Maybe even a supersoldier would be resurrected from the dead…


	2. Invincible

**Chapter 1: Invincible**

_0852 March 25th, 2561 (UNSC Military Calendar)_

_UNSC Flagship _Invincible_, in orbit around Earth_

Markus saluted a passing Navy Commander as he made his way towards his General's office. He had orders to report to General of the Corps James Patterson at 0900 hours for reasons undisclosed at the time. Markus was very nervous for several reasons. For one, this was the General of the Corps. Why would the five star General want to talk to _him_? It was obviously something very important. Second, he was lost on the huge flagship and couldn't find the General's quarters, and he didn't want to be late.

The _Invincible_ was the first of a new class of warships, the Cole-class Flagship. Five kilometers long, this ship was five times larger than anything else in the UNSC fleet. It boasted six Magnetic Accelerator Cannons covering the forward, aft, port, starboard, ventral, and dorsal sides of the ship. Ten thousand Archer missiles were another part of the ship's arsenal as well as hundreds of automated 50 caliber point defense guns. An experimental plasma turret was also fitted to the nose of the ship. The turret was developed using data given to UNSC scientists by the Elites, and was improved upon by the Humans before being installed on the _Invincible_. Along with the main weapons, the _Invincible_ had eight hangars capable of holding two squadrons of Longsword fighters each, and had enough barracks to hold an entire division of Marines plus the two thousand man crew.

The flagship was more of a mobile command station that anything else. The vessel was home to several of the highest ranking officers in the UNSC. The bridge crew contained some of the most seasoned veterans and was commanded by Captain Mitsuo Nakano, who had made himself famous during the later years of the war by being the only Captain to destroy or disable over fifty Covenant ships. The _Invincible_ was also the headquarters of the new Colonial Defense Committee, headed by General Patterson. Seven other Generals and Admirals of all degrees made up the committee.

The _Invincible_ was so large and complex that, on his way to see the General, Markus lost himself in the maze of hallways. He should've been in Patterson's quarters by now. He quickly rounded a corner to the right and almost bumped into a Rear Admiral walking out of a door.

"Excuse me, sir," Markus apologized as he snapped a quick salute. "Do you know how to get to General Patterson's quarters from here, sir?"

Without a sound, the Rear Admiral motioned through the doorway he had just come out of and held the door for Markus.

"Thank you, sir," Markus nodded and scurried in the door. He lightly rapped on the door to let the General know he was there.

"Enter," Patterson said. He finished jotting some notes from his previous meeting with the Rear Admiral and looked up to see Markus saluting him in front of his desk.

"Captain Markus Gundersen reporting as ordered, sir," Markus said.

"At ease, son," the General replied.

Markus relaxed and glanced around the room. A small cardboard box on the General's desk caught his eye.

"You've probably been waiting for this for a while," Patterson took the cardboard box, opened it and set it in front of Markus. "So congratulations, _Major_ Gundersen."

Sure enough, inside the box was a golden oak leaf, the insignia of a Major. General Patterson stood up and extended a congratulatory hand. Markus grateful took the General's hand and gave it a nice firm shake.

"Thank you, sir!" Markus exclaimed.

"Of course, it isn't quite official yet," Patterson explained. "There is some paperwork that needs to be done, but we will take care of that before you leave. But now we have more important business." The General sat back down in his chair and leaned back. "You are getting this new promotion because the first Battalion thirty-fifth Marines needs a new executive officer. The current XO is AWOL, and we needed someone to replace him as fast as possible seeing as the battalion is currently dealing with another rebellion. You will be serving directly under Lieutenant Colonel Sarah O'Brian. She is a very capable commanding officer, and has led that battalion to many victories. The one-thirty-five owes its record of excellence to her. Now, I've seen your record and I'm confident that you will only add to the excellence."

"I will, sir. Thank you sir," Markus said trying to hold back his ecstasy. "I won't let you down."

"I know you won't, Major," Patterson smiled knowing that Markus was trying his hardest not to jump through the ceiling. "Let's get down to the important details. Your battalion is currently stationed on Beta Cassiopeia III. Eight hundred Marines make up your battalion, which is split into three infantry companies, Sierra, Tango, and Uniform, and a weapons company. Should Lieutenant Colonel O'Brian become incapacitated you are to assume full command of the entire battalion until further notice. Understood?"

"Yes, sir," Markus nodded.

"The shuttle _Eclipse_ will take you to your destination," the General continued. "It is scheduled to leave at fourteen hundred hours today. That should give you enough time to get ready. You will be going alone so as not to risk more personnel than we have to, so an AI will fly the shuttle while you spend the five day journey in cryo. The _Eclipse_ will land at Delta Base on BC III. From there you are to find O'Brian and receive further orders. Any questions?"

"No, sir," Markus replied.

"Good," Patterson said as he motioned for Markus to pull up a chair. "Now if you'll take a seat, we can get the boring, tedious paperwork done to make your promotion official."

---------------

Captain Mitsuo Nakano felt extremely privileged to command the most powerful ship in the UNSC Navy. The _Invincible_ was truly a force to be reckoned with. It was too bad that it was finished too late to be tested against the Covenant's ships. In fact, the _Invincible_ hadn't seen a single battle in its five years of service. Nakano was silently hoping that these insurrections would give the UNSC reason to test the true power of their first flagship. The _Invincible_ was built to be able to obliterate a group of five Covenant destroyers by itself. The damage it would do to rebel controlled ships was unimaginable. He really wanted to try out the plasma turret. It was the first large scale plasma weapon the Humans had ever constructed. It had been tested on asteroids and large pieces of debris left from the Covenant War, and it worked perfectly. All it needed was a real target.

But Captain Nakano would have to wait another month before he would get a chance to test the "Pride of the UNSC." The _Invincible_ had orders to stay at Earth until the second of the mighty flagships was commissioned, the _Intrepid_. Then the _Invincible_ would be transferred to the UNSC's new military stronghold, New Reach. From there, the Colonial Defense Committee would oversee all military operations in the New Colonies and what was left of the Outer Colonies.

"Captain, there's some debris heading our way," the sensors officer announced. "Looks like part of an old Covenant Assault Carrier. Must've been kicked into a wide orbit around the sun and just recently come back. It's about two million kilometers behind us, sir."

"Walsh, charge up the plasma turret," Nakano ordered.

"Aye, sir. Turret charging at ten percent per second," replied Lieutenant Tom Walsh, the weapons officer.

"Zimmerman, turn us around, but keep us on our current heading," the Captain said as he leaned back in his chair.

"Aye. Rotating ship, sir," answered Lieutenant Laura Zimmerman from the navigations console.

Earth passed by on the main view screen as the ship rotated and the wrecked Covenant ship came into view. The purple mass of metal was just a small spot, but was slowly increasing in size.

"Plasma turret is fully charged," Walsh said.

"Target the debris and fire," Nakano commanded.

"Firing," Lieutenant Walsh replied.

On the screen, a glowing ball of golden plasma shot forward towards the floating pile of junk. The golden plasma was significantly hotter than the red plasma fired by the Covenant plasma turrets. The Humans had a knack for taking Covenant technology and improving it for their own use. The bridge crew watched as the hundred meter wide ball of energy splashed against the kilometer long hunk of metal. Within seconds, the heat from the plasma disintegrated over half the wrecked ship.

"Charge up and fire again when ready," Captain Nakano said.

"Aye, sir," Walsh typed in the commands on his screen and within seconds a second plasma torpedo sped towards the Covenant ship. The golden blob impacted the wrecked hull and vaporized the last of the debris.

_God, I wish that was a real fight_, Nakano thought to himself. _I need a chance to test this thing in real combat_.

Little did he know that his chance would come sooner than expected.


	3. Beta Cassiopeia III

**Chapter 2: Beta Cassiopeia III**

_1000 Hours, March 30th, 2561 (UNSC Military Calendar)_

_UNSC Shuttle _Eclipse_, En route to Beta Cassiopeia III_

Markus opened his eyes and saw nothing but a white hazy blur. He blinked several times and the haze cleared. The hatch to his cryo tube opened and he choked on the slimy cryo inhalant in his throat and lungs.

"Good morning, Major Gundersen," a smooth, comforting, female voice said. "Sit up. Take a deep breath, cough, and please swallow the cryo inhalant."

Markus slowly climbed up out of the tube and sat on the side. He tried to breathe, but doubled over, coughing. The gooey substance reached his mouth and he swallowed it, almost gagging as he did. It tasted like shit. If he wasn't going straight into battle he would've spit it right onto the floor, but it contained vital nutrients that he was going to need that day.

"Hello, Athena," Markus replied. He stood up and stretched his arms over his head and out to the sides. "How long do I have before we land?"

"ETA to Delta Base at Beta Cassiopeia III is thirty minutes, sir," Athena answered.

"Good, I've got time to get ready," Markus sighed.

"Just as a reminder, you are scheduled to meet with Lieutenant Colonel O'Brian at twelve hundred hours today," the AI said. "That should give you ample time to get familiar with the facility."

"Thank you, Athena," the Major replied.

Markus walked over to his locker and found his uniform hanging in pristine condition. He quickly put it on and made sure he looked presentable. Feeling a little hungry he reached into his travel bag and grabbed an energy bar. He munched on it while he made his way to the bridge of the _Eclipse_.

All the equipment on the bridge was turned off. Since Athena was piloting, it didn't need to be on. Markus made his way to the command chair and sat down.

"Athena, could you turn on the view screens for me?" Markus asked.

"Right away," came the disembodied reply as the four screens around the bridge snapped on.

A small planet was centered on the forward screen. Reddish brown land dominated the surface. The only water on the planet was contained in large lakes. Beta Cassiopeia III had originally been a Mars-like planet until it was terraformed. The water on the planet only existed because the Humans had caused the ice caps to melt, thus creating a habitable atmosphere. It was a technique used to make several UNSC owned planets inhabitable.

On the starboard screen was the small red star, Beta Cassiopeia. BCIII was approximately the same distance Earth was from Sol, but since Beta Cassiopeia was a smaller and cooler star, BCIII was frozen like Mars.

Also on the starboard screen was the gas giant Beta Cassiopeia II way off in the distance. There had been rumors recently of a group of pirates controlling one of the moons around BCII. Markus knew that sooner or later that would have to be taken care of, and his battalion would most likely be the ones to do it.

Markus turned his attention back to BCIII. By now he should've been able to see UNSC ships in orbit around the planet, but there were none. _Is the rebellion that bad already?_ Markus thought. No UNSC ships usually meant only one thing: rebel forces had control of the majority of the planet and access to the planetary defense system. If that were the case, the _Eclipse_ probably wouldn't even make it to the ground. Now he saw exactly why General Patterson sent him alone.

"Be ready for anything, Athena," Markus warned.

"I am, sir," she replied. "I've been monitoring radio chatter on the planet. This isn't a UNSC military ship, so there shouldn't be a problem. They don't even seem to notice us."

"Good, let's keep it that way."

And so the _Eclipse_ silently floated alone to the surface of the planet.

---------------

"Welcome to Delta Base, Major," a young Marine said as Markus stepped out of his shuttle. He stood as tall as his stout figure allowed and saluted the Major. His strong British accent slightly amused Markus. "I'm Lance Corporal Charlie Buckingham. I've orders to show you to your quarters so you can drop your bags off."

"Thank you, Lance Corporal," Markus said as he hefted his large bag over his shoulder.

Delta Base was like a large bunker. The top level was the ground level, and everything else was a hundred meters underground. The ground level was mainly for vehicle storage and base defense. Everything important was down below. The only way to get to the underground section of the base was through a single staircase and elevator. This made the base much harder to capture. The underground portion of the base was divided into six levels with an armory and barracks on each level. Several research labs were on the bottom two levels. Offices, power generators, and the communications were located in the middle two levels. And while the top two levels contained mainly living quarters, there were a few recreational areas as well. Markus's quarters were on the second level.

Markus followed Charlie through the base and ended up at a door with his name on it. Charlie opened the door for him and Markus walked in. It was a small room, only about ten feet square with a bed in the corner, a dresser at the foot of the bed and a desk with a computer next to the head of the bed.

"All the officers get their own room and office," Buckingham said. "Your office is a level below next to the Colonel's."

"Thanks for showing me here, Lance Corporal," Markus said as he tossed his bag on the bed. "I think I would've gotten lost if I had been trying to find this myself."

"You're welcome, Major," Buckingham said with a nod. "I'll be up in Rec area B-2, so if you've got any questions, come find me. Cheers!" And with that, the Lance Corporal scurried off down the hallway.

Major Gundersen stretched his arms out again and yawned. He still was a little drowsy from the cryo sleep. Maybe a little walk around the base would wake him up. As he walked around, he made himself familiar with the layout. He covered all six levels of the base making sure he noted where the most important rooms were located such as the power generators, the armories, the communications room, and, of course, the restrooms. He spent quite a bit of time checking out the research labs. In one of the labs, a few engineers were working on a prototype handheld plasma weapon for Marine use. The only resemblance the weapon had to its Covenant counterpart was the firing mechanism at the front that heated, collected, and fired the plasma. Otherwise, it looked like a standard issue assault rifle.

Markus watched while they tested the plasma weapon. The men all stood behind large blast shields and the weapon was fired remotely. At the front of the weapon he could see a bright golden glow as a small globe of plasma appeared. Suddenly the ball of plasma burst before it even left the weapon. Droplets of plasma hit the window Markus was looking through and partially melted the glass. Now he could see why it was tested remotely. Handheld plasma weapons were a lot harder to perfect than shipboard plasma weapons which could be easily controlled by an AI.

Once he was satisfied that he had seen every part of the base, Markus made his way to O'Brian's office. When he got there, he saw a female officer approaching from the other direction. He couldn't make out the collar insignia, but he figured it had to be Lieutenant Colonel O'Brian, so he saluted.

"You must be Major Gundersen," she said as she returned his salute.

"Yes, ma'am," Markus replied.

"I'm Lieutenant Colonel O'Brian," she offered a hand and he firmly shook it. "Please, step into my office and I'll explain our current situation."

O'Brian walked into her office and held the door for Markus. She motioned for him to grab a chair as she sat down behind her desk and began to explain.

"As you probably figured out on the way here, rebel forces control the majority of BCIII. To be honest, I don't know why they sent only you, and not another battalion for support. You might be a brilliant tactician, but one man won't help us. I guess that's the brass's way of saying we're all 'expendable' here. Anyways, the rebels control several of our military bases and weapons caches, meaning they have access to nuclear warheads, plasma prototypes, both weapons and shields, armor support, light vehicles, aerial assault vehicles, and pretty much any nasty weapon you can think of. We are severely outnumbered. The rebels have conscripted nearly one million people to fight for them. And the brass expects us to hold them off with eight hundred? Bullshit.

"Delta Base is the largest UNSC outpost on this planet and it's the only one that is still UNSC controlled. Despite the odds against us, we can _not_ let the rebels capture this base. If they do, the planet will be lost, and the rebellion will spread to other planets and spiral out of control.

"Now I hate to send you out into the fray right away, but it's the only way we can gain any ground," O'Brian continued. "There's a small military installation about two hundred kilometers northeast of here that contains several large plasma prototype warheads, each essentially the size of a fifty megaton nuke. I want you to take Sierra and Tango companies and use any means necessary to retake that installation. Those warheads are extremely dangerous in rebel hands. It will not be easy, and it will spread our forces a little thin, but there's nothing else we can do. The brass won't send reinforcements, and we can't just sit here and wait for them to push us out. Any questions?"

"When should I begin the operation?" Markus asked.

"Gather the troops together and be ready to leave by 2200 hours tonight," O'Brian answered. "You will attack in the dark giving you the element of surprise. All your troops will have night vision goggles. Delta Base's AI, Gaea, will provide you with maps and other intel if you need it. We do not know exactly what the rebels have, so be prepared for anything."

"Yes ma'am."

"Unless you have anymore immediate questions, you're dismissed, Major."

Markus quickly thought over all the intel he had just received and was satisfied with everything he heard. He quickly snapped a salute and walked out of the Lieutenant Colonel's office.


	4. Assault on Outpost Foxtrot

**Chapter 3: Assault on Outpost Foxtrot**

_2248 Hours, March 30th, 2561 (UNSC Military Calendar)_

_Near Outpost Foxtrot, Beta Cassiopeia III_

Markus hit the zoom on his nightvision goggles. All he could see was trees. The installation was supposed to be somewhere in those woods. He decided to climb up on of the trees next to him to see if he could get above the canopy and get a better view. Once at the top, he zoomed in again and searched for the building.

"What do you see, Major?" asked Captain Hector Garcia of Sierra Company.

"No sign of the building itself," Markus answered. "But I do see several guard towers. The roofs are barely visible, so they must be just below the canopy."

"How far away are they?"

"About half a klick north. Those guard towers probably have searchlights and heavy weaponry. If we stay quiet and in the shadows, Tango should be able to take them out with its rocket jockeys."

After another glance around the area, Markus descended the tree and tried to think of a plan. He called over to Captain Steve Waters of Tango Company to join Garcia and him.

"So what's the plan, Major?" Waters asked.

"I'm still thinking about it, but I've got a tentative idea," the Major said. "We've gotta do this with minimal friendly casualties, so stealth is key. Waters, once we get closer, do you think you can position your rocket jockeys to take out the guard towers all at the same time without being detected?"

"We can maneuver into position without being detected, but once we fire, our cover will be blown."

"That's all we need, Captain. Destroying the guard towers will draw them out into the open, so we will need to stay hidden and pick them off as they come out to inspect the damage. Once they retreat back inside, Tango will hang back and stand guard to make sure no rebel reinforcements get near, while Sierra infiltrates the installation. Everything from there on out is ad lib. I'll take any ideas if you guys have them."

"That sounds like a good enough plan to me," Waters replied.

"Garcia?"

"You're the boss, Major. Let's do this."

"Alright boys, let's move out."

The Marines silently approached Outpost Foxtrot. Markus turned down the brightness on his nightvision goggles so he could see the search lights from the guard towers. His goggles amplified light so much and so well that they made it look exactly like day time despite the fact that Beta Cassiopeia had set nearly four hours ago, and searchlights are hard to see during the day. Several lights darted and weaved along the forest floor. About eight guard towers surrounded the large pill box like structure. Markus halted the troops when he saw a search light pass fifteen meters in front of him.

"Waters, get your men into position," he whispered. "Stay out of sight."

Markus took a knee and surveyed the area some more. About fifty rebel soldiers patrolled the area. They would have to be taken out shortly after the towers. Infiltration wouldn't be easy. The building looked like an old World War II pill box above ground and only had one entrance. It looked just large enough to hold only an elevator to the underground labs and armories. If there was a stairwell, they would have to go down that, or risk going down in squads.

"Tango in position," Markus heard Waters in his helmet's radio.

"Fire on my mark," Markus replied. "Three… two… one… mark!"

Two volleys of sixteen rockets streaked from the trees to the guard towers. Within seconds, the area went dark. Markus turned the brightness of his goggles back up, and he could see the rebels' movements clearly. They were panicking, obviously not expecting this attack.

"Open fire!" the Major yelled.

The rattle of gunfire filled the air. The bright flashes of tracers streaked in every direction. The rebels dropped like flies as they tried to return fire. The Marines had the advantage of nightvision and using trees as cover, so the rebels were just blindly shooting at shadows in a forest. They had no chance of defending the facility from the outside and eventually they retreated back inside. In a matter of minutes, Tango Company surrounded the outpost and Sierra was prepped for infiltration.

"Sir, they've locked the door," Markus heard the familiar British accent of Lance Corporal Buckingham, or Bucky as was usually called. "It will take a couple minutes for me to decode it."

_Damn_, Markus thought, _that will give them time to regroup. We have to work fast_.

The Marines impatiently waited for Bucky to unlock the thick titanium-A door. The first squad was ready to go in, rifles in hand, safeties off. When the door finally did open, the squad rushed in, but the ground level was empty. The only things that stood out were an elevator and a stairwell, as is common in all UNSC installations. Knowing that taking the elevator down would be risky, the entire company poured down the stairs. Markus hid himself in the middle of the group so as not to make a prime target of himself. He knew he was close to the bottom when he heard gunfire down below him.

The rebels were smart and left the lights on. For this nighttime operation, the Marines wore black camo, and were easy to see against the white walls of the research facility. So when the Marines reached the bottom and realized their situation, the first thing they did was blow out the lights and increase the brightness on their nightvision goggles. Once again, the Marines had the advantage of darkness. Unfortunately there wasn't much cover in the hallways of the facility.

The dark corridor flashes like a strobe as fully automatic rifles at either end fired round after round down the hallway. It wasn't long before the rebels retreated around the corner and the Marines pursued them. Any doors the Marines encountered, they sent squads in to clear.

"We need to find the generator and shut it down," Major Gundersen said to Captain Garcia. "Get your best stealth squad together and put them on it."

"Yes, sir" Garcia said.

---------------

Sergeant Hank Adams and his squad quietly made their way through the brightly lit hallways of Outpost Foxtrot. Their new camouflage generators hummed just below the audible range. The light bending technology they stole from the Covenant allowed them to walk through fully lit, crowded hallways undetected so long as they didn't touch anyone or make a sound. Fortunately, Adams and his squad hadn't run into any rebel soldiers since they left the main force of Sierra Company.

The squad came to another stairwell and made their way down to the bottom of the installation's two levels. Before opening the door at the bottom of the stairwell, the lead Marine halted the squad. Each Marine had all the latest sensors, like motion trackers, and heat sensors, built into the heads up displays of their helmets, so they always knew if enemy contacts were close. They constantly had a hybrid visible light/heat vision display on their HUDs so they could see the invisible members of their squad as well as see normally to distinguish friend from foe.

"Movement on the other side of this door," the lead Marine whispered.

"Place a shaped charge on it, Schumacher, and direct the blast through the door," Sergeant Adams quietly replied. _That should take out some of the rebels as well as distract them_, he thought.

Private Brad Schumacher took a canister of C-7 foaming explosive and shaped a small charge like Adams ordered in the center of the door. He then placed small charges on the hinges and the lock to blow the door down. He placed electronic fuses in the charges and backed away from the door. He waited a few seconds and detonated them. The center charge blew first. A small flash erupted from the charge and shouts were suddenly heard from the other side of the door. A split second later, the rest of the charges blew and the door flew several meters into the corridor crushing several rebels when it landed. The Marines fired in while smoke still filled the air. They could hear dull thuds as bodies hit the ground.

When the smoke cleared, the hallway was empty save for the dozens of rebel bodies strewn all over the floor. The explosions and the hail of bullets the ten Marines unleashed was enough to clear the entire corridor. The Marines then advanced down the hallway, carefully stepping over the bodies. They came to an intersection, checked the crossing hallway and continued forward.

_Where is everybody_, Adams thought. _There has got to be more resistance here_.

As if on cue, a group of rebel soldiers rounded a corner ahead of the Marines. Adams, at the head of the squad, held up an open hand to silently tell his squad to hold their fire and take cover. They didn't want to engage the enemy unless absolutely necessary. The Marines pressed themselves back against the walls and quietly watched the rebels run past.

_This is going to take too long if we stay together_, the Sergeant said to himself. Once the rebels were past and out of earshot he addressed the squad, "We need to split up individually. Check every hallway and every room unless the room is specifically labeled. If you find the generator figure out how to shut it down. Blow it up if you have to. We will regroup back at the stairwell once the power is out. Just remember, do _not_ engage the enemy unless you absolutely have to."

A hushed, unison, "Yes, sir!" came from the squad members as they split and went their own directions. Adams continued down the hallway and around the corner the group of rebels ran around. Several doors lined that corridor. He quickly and quietly walked along and checked each door. Many of them were barracks.

_This place sure has a lot of barracks for so few soldiers_, he thought. He came to another intersection and quickly took a step back as a column of rebel soldiers jogged past. _Why does that happen every time?_

When the soldiers passed, Sergeant Adams turned down the hallway they had just come from hoping they came from the generator area. This hallway had several research labs with windows to watch the experiments, but Adams didn't take the time to peer in. He needed to find that generator fast. He continued down the hallway and found that it was a dead end but there was a door at the very end. He started to notice a slight humming the closer he got.

_This has to be it_, Adams said to himself. He noticed a large amount of heat coming from behind that last door, but no movement. He opened the door and found a small fusion core about ten feet high and six feet across. He went around to the back of it and found a small access panel. He opened it and turned the dial that said "Master Control." As soon as the dial reached "Min" the lights in the facility flickered off and Adams boosted the brightness on his nightvision.

---------------

Markus heard several curses from the rebels forces when the all the lights went out.

"Split up into squads!" Markus shouted. "Get every nook a cranny! This place must be wiped clean!"

_This was too easy_, Markus thought. The rebels had been unprepared and lacked the appropriate equipment such as the nightvision that gave the Marines the overwhelming advantage. The operation was a success: quick capture of Outpost Foxtrot with minimal UNSC casualties. The installation and the weapons it contained would be under UNSC control in a few minutes. Maybe the UNSC had a chance to stop the rebellion on this planet after all.


	5. Outnumbered

**Chapter 4: Outnumbered**

_0042 Hours, March 31st, 2561 (UNSC Military Calendar)_

_Outpost Foxtrot, Beta Cassiopeia III_

"Outpost Foxtrot is ours, ma'am," Major Gundersen said to the picture of Lieutenant Colonel O'Brian on the small personal datapad he held in his hand. "All rebel forces have been eliminated from the area."

"Excellent, Major," O'Brian replied. "However, we need to keep the pressure on now. We need to strike on the next base as soon as possible. You guys over there can have a little time to rest, but you have to be on the move in no more than twelve hours. I'm sending the weapons company to meet up with you at Foxtrot and you are to take them with Tango Company to Charlie Base about five hundred kilometers east-northeast from Outpost Foxtrot. Charlie Base contains the controls to a small portion of BCIII's planetary defense system. If we can gain control of that, then the UNSC might actually ponder the possibility of sending reinforcements. It will be heavily guarded, and since it must be done soon, you won't have the advantage of darkness. You will be outnumbered, but I trust you'll be able to outsmart them. You _must_ capture Charlie Base if we are to win here. Failure means the loss of this world to the rebellion."

"Yes, ma'am," Markus answered.

---------------

_1735 Hours, March 31st, 2561 (UNSC Military Calendar)_

_En route to Charlie Base, Beta Cassiopeia III_

Markus could barely hear over the loud rumble of the forty Scorpion tanks leading the attack force. The Major sat shotgun in a Warthog LRV following behind the Scorpions. Traveling due east, they were still about four hours from Charlie Base. This was a long trip without the help of Pelicans. They didn't have enough Pelicans to carry all the tanks, so they had to travel by land which doubled their travel time. About an hour ago, the forest thinned out and now they traveled across a wide open plain. Markus hoped the rebels didn't have surveillance satellites.

After about another half hour of eventless travel, Markus heard a warning beep on his personal datapad. He pulled it out of his pocket and was taken aback by what he saw on the screen. Thousands… no, hundreds of thousands of rebel soldiers marched towards the flank of the Marines about ten klicks away. The rebels had gathered their entire strength to no doubt march on Delta Base.

As he stared in awe at his datapad, a message came on the screen. It was Captain Garcia.

"Sir, we are under attack. The rebels outnumber us by at least twenty to one. We can't hold the facility any longer."

"Get your men out of there, Captain," Markus replied. "Find those experimental plasma warheads, and set them for a one hour timed detonation. We don't want those falling into enemy hands. Then take the Pelicans back to Delta Base. The rebels have amassed an enormous army and are headed towards Delta Base. O'Brian will need your help there."

"Roger that, sir," Garcia said.

Garcia's face left the screen, and Markus contacted Lieutenant Colonel O'Brian. She had to know about the imminent attack.

"Ma'am, the rebels are marching on Delta Base," Markus said. "Outpost Foxtrot has been overrun, and Sierra Company is on its way back to your position. And from my position, I can see an enormous army heading this way."

"About how big is the rebel force, Major?"

"Several hundred thousand. We don't stand—"

Markus's thoughts were just rattled by a nearby explosion. He looked around to see the damage, and turned just in time to see several more explosions in and around his column of soldiers. Dirt and smoke flew everywhere, obscuring his vision. The rebels were closer than he thought.

"Return fire!" he shouted over the company-wide comm. link. He returned his attention to O'Brian and said, "We'll hold them off while you prepare the defenses."

"Negative," she replied. "Get back to Delta Base as fast as you can. You won't last long out there, and if you can get back to base we might be able to hold them."

"Roger that," Markus yelled over the din. He switched his comm. link on again and yelled, "Fall back! Make best speed to Delta Base!"

As one, the column of UNSC soldiers turned directly south. They repositioned themselves back into a reversed column with the Scorpions in the back, continually firing on the rebels. This kept the rebels back. Since the UNSC tanks were firing at targets moving towards them, the UNSC Scorpions had a much greater range than that of the rebels, who were trying to fire at targets moving away. Occasionally a rebel shell would explode in the UNSC ranks, but they were slowly pulling away from the rebels.

The chase continued for several hours. Finally, Delta Base came in sight. The large concrete bunker-like structure sat as an outcropping at the base of a cliff. This strategic location meant that it could only be attacked from one side. Markus heard a faint roar above him and saw several missiles fly overhead. From about a half hour into the chase, Delta Base had been firing its surface-to-surface missile defense system at the rebels. The missiles had a maximum effective range of three thousand kilometers, so this was a relatively short distance and thus the missiles were much more accurate against the moving targets. Then, once the rebels got within fifty kilometers of Delta Base, the long range artillery could target them. The four artillery cannons were fixed into the cliff face and were fired remotely, so they could fire extremely large rounds. The five hundred millimeter shells packed a twenty-five kiloton punch. Nothing stood a chance against those guns, not even the heaviest armor. Rebel tanks disintegrated from the sheer explosive force.

Finally, Markus and his troops reached Delta Base. Once inside, they took up defensive positions and waited till the rebels' arrival. Hangar B was the most vulnerable area, so the majority of the Marines hid in and around the ten Pelicans in defense. The large hangar door was closed, but it could easily be blown open. Inside the base was a much larger hangar, Hangar A, which opened up to the sky. The rebels would have to scale the cliff just to get there. Inside Hangar A were twenty Pelicans and forty Longswords waiting in case the Marines needed a fast exit. Unfortunately, they barely had enough to transport even half the Marines out of Delta Base. Four hundred Marines would get left behind if a retreat was necessary.

The rhythmic thumping of the artillery cannons kept going for several minutes. As if the base didn't have enough defenses already, the sound of machine gun fire joined in. Delta Base's final outward defense was a series of automated twenty millimeter machine guns. The base could hold off a fairly large attack force by itself, but against several hundred thousand troops, it was only a matter of time before the rebels would overwhelm them.

Suddenly, Markus heard a few loud explosions near the base, and he noticed the artillery had stopped firing. The rebels must have destroyed the cannons. From his position on a catwalk, he shouldered his rifle and took aim at the hangar door. It would only be a matter of minutes before the rebels invaded the base.


	6. The Taste of Defeat

**Chapter 5: The Taste of Defeat**

_2016 Hours, March 31st, 2561 (UNSC Military Calendar)_

_Delta Base, Beta Cassiopeia III_

"Open fire!" Major Gundersen's shout could barely be heard as the rebels blew open the hangar door. The rebels flowed into the hangar like water. Using anything they could find for cover, the Marines stayed well hidden and easily picked off the tightly packed rebels as they came through the door. But the rebels' vast numbers allowed them to quickly overwhelm the firing capacity of the Marines and they pushed through into the hangar. The situation swiftly turned into a firefight seen in the old Western style movies, but on a much larger scale. The Marines were on the catwalks and on top of docked Pelicans using the high ground to their advantage. Some were on the floor of the hangar hiding behind supply boxes and barrels. The rebels tried to find cover for themselves while being shot at from the ground and from above. Markus fired several bursts down from the catwalks. There were so many rebel soldiers he didn't even have to bother aiming, because he was guaranteed to hit at least one of them if he shot towards the ground. No matter how many the Marines shot down, the rebels just kept coming.

Markus primed several grenades and tossed them into the fray. They landed in the middle of the rebel ranks and exploded tossing several of them through the air. Shrapnel from the grenades cut down even more soldiers. Several other Marines followed suit and tossed grenades at the rebels. The gunfire and explosions continued as the rebel body count continued to rise. Markus felt his catwalk shake for a moment and quickly looked for the cause. An injured rebel soldier had been tossed up onto the catwalk from an explosion. The rebel slowly got to his feet and aimed at Markus. Markus quickly rolled towards the rebel to avoid his fire. Standing up, Markus jabbed with the butt of his rifle and caught the rebel hard in the stomach. The rebel doubled over and Markus brought his rifle down on the rebels head, quickly incapacitating him. As the rebel laying bleeding from the back of his head, Markus quickly dismissed the distraction and continued to fire down below. Several times he had to quickly duck down or roll to the side to avoid returning fire. Never letting up the pressure, the Marines valiantly defended the hangar, and despite being outnumbered, the Marines seemed to be winning. Organization, proper training, and experience worked to their advantage.

But soon the rebels covered the hangar like termites. Markus had no choice but to order a retreat into the hallways. The Marines on the catwalks quickly ran to the back of the hangar and down the stairs to the ground level, but the Marines already on the ground weren't as lucky to get away. They were quickly engulfed by the rebels and couldn't retreat fast enough. The majority of the Marines under Markus's command perished before they could make it to the back of the hangar.

As Markus's group of about a hundred fifty Marines started to make their defense in the hallway, O'Brian gave him more orders over the radio. "Major, we are getting out of here. Get your Marines to Hangar A. I don't care what the UNSC says. There's no possible way we can hold them off any longer. There are over a hundred thousand still outside."

"Change of plans, men," Markus yelled. "We're getting out of here."

The Marines in front of him charged forwards towards the inner hangar. Behind him the rear guard Marines kept firing back at the rebels, but were quickly getting cut down themselves.

"Pick up the pace, Marines!" Markus wanted to get as many of them out of there as possible. With the rebels right behind them, that would be a hard task.

They entered the huge hangar and O'Brian was there to greet them. "Everyone else is already on board their Pelicans. Let's get you guys onboard fast."

Markus's Marines sprinted past O'Brian and to the last six docked Pelicans. Over a hundred Marines scrambled to get inside and crammed in because technically there wasn't enough room for all of them to fit, but they weren't going to leave anyone behind.

As the rebels entered the hangar, the Pelican pilots opened fire with the Gatling guns on their noses. The forty millimeter rounds tore through the rebel soldiers as they tried to get through the small doorway.

Once Markus gave the "all clear" signal to O'Brian, all twenty Pelicans lifted off and flew straight up through the large circular opening in the ceiling led by the forty Longsword fighters that were also docked in the hangar. Markus looked out the back of his Pelican and saw that the rebels had already filled the hangar. They all would've been dead if they had stayed and fought any longer.

Once they were clear of the hangar, the Marines thought they were home free. But as soon as they rose above the horizon, the rebels still outside the base fired anti-air rockets at them. As soon as their sensors picked up the rockets, the UNSC ships spread out, dodged and weaved, and sprayed chaff into the air in order to confuse the rockets. Hundreds of rockets exploded in mid-air, but some made contact with the UNSC ships. Major Gundersen's Pelican shook violently as one right beside it exploded. It wasn't long before they were out of range of the rebels' anti-air weapons. Markus looked back towards the ground and saw the burning carcasses of three Pelicans spiraling towards the ground.

After several minutes of silence, the rear hatch of Markus's Pelican closed and the cabin pressurized as they passed into the vacuum of space. At last, Markus could relax, but he didn't. He knew they weren't out of it yet, not until they were picked up by a UNSC frigate. And it would take at least a day for the nearest UNSC ship to get here. So while they waited to be rescued, there was still potential for a rebel attack above the planet.

"I've contacted HIGHCOM on Earth and told them to send a vessel to come pick us up," O'Brian said over the radio from her Pelican. "They said the destroyer _Falcon_ will be here in a couple days."

"So we're getting picked up in a week?" Markus replied sarcastically.

"Basically," O'Brian sighed. She switched over to the battalion's main frequency. "We will be sitting ducks out here until the UNSC arrives. Our fuel will only last us 36 hours. After that we will basically be floating dead in space. We just need to set an outbound vector to get as far away from here as possible and avoid any enemy contact. Once we've got a straight heading we can shut our engines down to conserve our fuel so our electronics and life support don't die."

The rear cabin of the Pelican went silent save for the gentle hum of the engines. The Marines were eerily quiet. Not even the slightest discussion about the failure on Beta Cassiopeia III came from them. Markus enjoyed the silence. He knew he and Lieutenant Colonel O'Brian would get royally chewed out by the Colonial Defense Committee for losing the planet, and he didn't want to hear anything about it from the Marines. He thought for a while about what he was going to tell the Committee. They left pretty quickly without putting up much of a fight, and that wouldn't go well with the brass. But then again, what were they going to do against five hundred to one odds? They weren't Spartans. They weren't invincible.

"Major, we've got incoming enemy contacts," the pilot interrupted his thoughts.

Markus walked into the cockpit and glanced at the radar. Sure enough, there were several red splotches incoming port side. He looked out the wraparound windshield to the left and saw a large ship way off in the distance. It was about the size of a UNSC destroyer, but it looked nothing like one. It was a very simple and crude design, and it resembled a flying, elongated box. It was obviously of Human design, so the Covenant weren't back, but the rebels didn't have control of any vessels that big. Then he remembered about the pirates inhabiting the moons of Beta Cassiopeia II. Who knew how long they had been festering there? Apparently long enough to make a destroyer sized vessel out of scrap metal. Markus was curious as to what armaments that ragtag ship had, but not curious enough to take a closer look. Unfortunately, there was no easy escape for the Marines this time. They would have to engage the pirates.

Markus watched as the Longswords veered off to port. The Pelicans followed a few hundred meters behind. As they approached the large ship Markus could see several smaller ones surrounding it. The pirates broke formation and engaged the Longswords. Again, the Marines were outnumbered, but they had superior tactics and technology. The pirates had apparently attained nearly a hundred old Tempest tactical fighters that had decommissioned by the UNSC over fifty years before.

"All Pelicans, engage the destroyer," O'Brian announced. "The Longswords will handle the single ships."

The Longswords moved into an attack formation. Five inverted V's of eight fighters each flew directly towards the mass of Tempests. The first wave fired a volley of missiles at the pirates and split to the sides so the second wave could have a clear shot. The pirates returned fire all at once as the third wave of Longswords launched their missiles. Hundreds of missiles passed each other in space, swerving and dodging, following the heat signatures of the fighters. Explosions erupted as several missiles collided with each other. The Longsword pilots used their 120 millimeter cannons to try to take out the missiles as they came closer. Several more exploded without hitting a target while the Longswords began to take evasive action.

Meanwhile, the Pelicans flew straight towards the large destroyer-like ship. At once, all twenty Pelicans emptied their missile pods of high explosive Anvil II missiles. Over six hundred Anvil's launched their two thousand pound explosive payload straight into the ship. Flame and smoke covered the port side of the ship completely disintegrating the weak armor plating. A UNSC ship of that size would have enough armor to withstand an attack like that, but the crudely constructed pirate ship was no match for the UNSC arsenal. When the smoke cleared, the entire port side of the ship was exposed. Pieces of equipment escaped from the compartments now open to space. The Pelicans flew close to the exposed side of the ship, dodging the debris, and fired their chin mounted chain guns. The forty millimeter rounds tore through the inner walls of the vessel like tissue paper. Turning away from the ship the Pelicans flew around to make another pass.

The captain of the ship must have noticed his lack of armor on the port side, because the large vessel starting to rotate. Now out of missiles, the Pelicans would have to try to make it around the armored hull to attack the exposed port side and hopefully puncture the reactor enough times to cause it to fail. As the Pelicans came at the ship once again, they were alarmed to find the ship firing back. Hundreds of defensive autocannons covered the starboard hull. The ones on the port side must have been destroyed by the missiles. The pilots should've known that was going to happen.

The Pelicans dodged the incoming fire as best they could, but some weren't as lucky as others. The Pelicans had thick armor, but if hit enough times, the armor would fail and the entire crew would be exposed to the vacuum of space. Despite the fact that Pelicans were made to endure space flight, no vacuum environment suits were stored on the Marines' Pelicans because those Pelicans were not expected to engage in battle in space. So one well placed round could incapacitate the entire crew of a Pelican if it penetrated the armor.

Markus heard several rounds ricochet off his Pelican's armor plating. With each ping he became more anxious. The Pelican in front of his suddenly dove and turned to starboard. He saw three geysers of white mist erupt from the side of the Pelican as the air inside rushed out. Another crashed into the side of the large vessel after being punctured. It was a good tactic. If you and your crew was going to die indefinitely, you may as well take some of those rebel bastards out with you. As much as Markus wished they could get out of there, they couldn't. They had nowhere to go, so they had to stay and fight. But they were losing too many Marines.

The Pelicans soon flew over the top of the pirate's vessel away from their autocannons. Markus glanced at the radar in the cockpit. They had already lost half their Pelicans. He hoped they would survive this attack. Turning back around, the Pelicans fired at the exposed side of the ship. Unfortunately, they had no luck finding what they wanted to.

"Shiva warhead is active and approaching the destroyer!" one of the Longsword pilots announced on the radio. "Get to minimum safe distance!"

"Push us to full throttle towards the Longswords," Markus told the pilot. He had to hold on to the pilot's seat as they accelerated forwards. He saw the large Shiva warhead pass underneath them. They were too close…

Markus could hear the Pelican's engines strain as they pushed two thousand kilometers per hour. Nearly a minute passed before Markus saw the nuclear explosion on the rearview camera. The hundred megaton warhead disintegrated the pirate vessel in a matter of seconds. Markus quickly grabbed onto a handhold at the back of the cockpit and braced himself. The Pelican shook violently as the EMP passed them.

Markus slammed hard into the bulkhead. He heard a loud snap as his arm broke. The pain caused him to let go and he hit the bulkhead again. The taste of blood filled his mouth. He reached up with his good arm and wiped his forehead. More blood. When the shaking stopped, he cradled his broken arm and went to the rear compartment. The Pelican's electronic systems were dead. The ten remaining Pelicans were floating dead in space. Markus hoped they had enough food onboard to last them several days.

---------------

2nd Lieutenant Eric Langly pushed his throttle to the max and quickly dove downwards in his Longsword. Rather than following his maneuver, the missile that had locked onto him slammed into the Tempest that Eric narrowly missed. Seeing the "Locked" warning light flash off, Eric turned around to find another target.

"I've got a bogey on my tail!" shouted 2nd Lieutenant Luke Podschwitt. "I can't shake him!"

Lieutenant Langly saw Podschwitt's Longsword pass in front of him closely followed by a Tempest. "I'm on it, Blue Five," he responded.

Eric sharply turned to follow the pair. Luke was weaving back and forth to dodge the Tempest, which made Eric's job harder. It took a little patience and some tricky maneuvering, but Eric was able to get his crosshairs over the Tempest. He fired a few rounds from his 120 millimeter cannon at the tail saving his three remaining missiles for better targets. The large rounds hit dead center in the single circular engine in the back and the Tempest exploded in a ball of fire.

"Thanks, Blue Three," Luke said.

"You owe me," Eric joked as he turned his fighter around. A burning Longsword spiraled out of control only a few meters in front of him. As the dorsal side passed in front of him, he could see the serial number. It was his childhood friend Chris Wilson.

"Red Two!" he yelled as Chris's Longsword passed. Static was the only reply. A twinge of sadness hit Eric as the Longsword continued to spiral away in what seemed like slow motion

Several loud pings from bullets ricocheting off his Longsword's armor plating snapped Langly back to reality. A Tempest was heading straight towards him. With the extra rage from his closest friend's death, Eric opened up on the Tempest with his main cannon. Hundreds of high caliber rounds riddled the Tempest with holes. Several must have punctured the engine because the fighter exploded as Eric pulled up to avoid the crash.

Eric turned around and took a moment to survey the battle. They were losing. They thought superior tactics would win, but there were just too many pirates. Eric was sick of being outnumbered. He cursed the brass and dove back into the fray.

"Blue Four and Blue Five, on me!" Eric ordered when he saw a group of three Tempests taking out Longswords one at a time.

In a matter of seconds, Langly had Blues Four and Five at his flanks. He led them around and maneuvered them behind the group of Tempests. Quickly locking on, Eric fired one of his last remaining missiles. It streaked towards the middle Tempest and exploded on contact. The two flanking Tempests veered off to either side when the center one erupted in flames. Eric's wingmen followed them as they split away. Eric followed Blue Five and turned to the right. He helped Luke finish off the Tempest and surveyed the battle again. The numbers were almost even now. Only about ten from each side remained.

But Eric just wanted this all to end. He armed the Shiva nuclear warhead he had onboard and targeted the large destroyer-like ship several hundred kilometers away. Setting it for contact fuse, he fired it and announced on the USNC broadcast channel, "Shiva warhead is active and approaching the destroyer! Get to minimum safe distance!"

He then turned around and pushed his throttle to full. The rest of the Longswords were following him. The pirates in the Tempests tried to keep up, but the Longswords had superior speed. When the warhead exploded about a minute later, Langly expected his electronics to fry from the EMP, but he realized that he must have been far enough away for it not to affect the Longswords. He checked his radar and saw the red blips that were following them go dead. The Tempests had almost made it out of the blast radius, but luckily for the Marines, the pirates were now floating dead in space.

"Is everybody ok?" asked Blue Leader, 1st Lieutenant Nikolai Kryukhov.

Eric clicked the acknowledgement button on his control panel in response.

"Let's go back and get the Pelicans," Blue Leader ordered. "They've probably lost power."


	7. An Unexpected Arrival

**Chapter 6: An Unexpected Arrival**

_1642 Hours, April 5th, 2561 (UNSC Military Calendar)_

_Somewhere outside the Beta Cassiopeia system_

Markus shivered slightly as he munched on the last bit of his MRE. The temperature inside the Pelican had slowly been dropping since their life support systems died. When the power failed in the Pelicans, the Longswords came back and hooked themselves up to the Pelicans so they could feed off the Longswords power. To make their fuel supply last longer, the Longswords also fed off the Pelicans' unused fuel when theirs ran out. Unfortunately, the Marines had been stranded out in space for nearly five days, and their fuel was only meant to last thirty-six hours. The Marines had been able to make their fuel last for almost four days by shutting down all engines and powering only the life support systems. So for the last day, the Marines had been without proper life support. The air temperature had dropped below the freezing point, and the oxygen supply was running dangerously low. They were on the last of their MREs as well, they had to make them last as long as they could. If that destroyer the UNSC supposedly sent didn't show up soon, the Marines would slowly asphyxiate and starve.

They could do nothing but sit and wait. The Marines tried to stay calm and tried to take their minds off the fact that they might die stranded out in space. For a Marine, there's no worse way to die than to suffocate in the void of space. They were ground-pounders. They weren't even supposed to be in space. At least if they were to die on the ground, they would've died while fighting. Out in space, stuck in ships with no power, they had no control over their fate.

They were lucky one of the Marines in Markus' Pelican always kept a deck of cards with him. They played hundreds of rounds of different styles of poker to keep themselves occupied. Five Card Stud, Texas Hold'em, Sigma Octanus Scrambler, they played them all. However, they had stopped playing after the fourth day. They were so cold the thought of doing anything but making a fire never crossed their minds.

Markus finished off his MRE and went over to the cockpit. He grimaced as he stood. Any movement caused his arm to hurt like hell. He wished he had a medic onboard. He was able to find a splint, a sling, some biofoam, and morphine in the Pelican, but he couldn't set the bone without someone with proper medical training.

"How are you doing up here?" Markus asked the pilot.

"Cold," replied Warrant Officer Peter Stone.

"Still nothing?"

"Nothing but stars, sir."

Markus slumped against the back wall of the cockpit. There was no hope anymore. Markus was sure the UNSC wouldn't come. He sighed heavily and made his way back to the rear compartment to sit down.

About another hour passed before Warrant Officer Stone called back to Markus, "Major, come quickly! You've gotta see this!"

Markus winced as he stood up, and quickly made his way to the cockpit again.

"Look out to starboard," Stone said.

Several kilometers off the starboard side of the Pelican, a small portion of space started to ripple and boil, and a large vessel materialized out of the void.

Markus' heart sunk. The ship that had appeared next to them was no UNSC destroyer. A Covenant battlecruiser floated mere kilometers away from the Marines. Despite forming a truce after the Humans decimated their forces, the Covenant still wanted to see every Human dead. Markus wondered what the Covenant would do with the defenseless Marines.

A few minutes passed and Markus could see several tugboat-like ships approaching the UNSC forces. They looked as if they had stuck two of their old U-shaped Apparition dropships together and put an energy field in between the four arms. A tug approached Markus' Pelican and the Longsword attached to them and maneuvered itself so that the two ships were in the tug's energy field. The tugs then brought what was left of the Marine forces back to the cruiser.

When the ships had docked in the cruiser's hangar, the rear hatch to Markus' Pelican opened. Shaking from both the cold and sheer nervousness, Markus slowly walked out. The warm, Oxygen rich air in the hangar felt good and made it easier to breathe. He looked over to the Pelican to his left and saw Lieutenant Colonel O'Brian walk out of her Pelican. He did a quick survey of the hangar and saw several Elite guards. It wasn't a Covenant ship after all. It actually belonged to the faction of races that had broken away from the Covenant near the end of the war, the Holy Crusaders. At least they were somewhat friendly to the Humans.

"Welcome to the _Dauntless Judicator_," a voice greeted them. An Elite clad in gold armor walked towards Gundersen and O'Brian, since they were the only ones brave enough to step out of the Pelicans. He paused in front of Markus and put his right hand on Markus' left shoulder. Knowing this as the Elites' sign of friendship, Markus returned the gesture.

"We mean you no harm, Humans," the Elite said as he repeated the gesture with Sarah. "Our scouts saw you stranded without power and since your brethren helped ours years ago, I wanted to return the favor. Might I ask what happened?"

"Well, it's quite a long story," O'Brian said. "Shall we go somewhere a little more comfortable first?"

"But of course," the Elite replied. "You must be tired. We shall get your troops medical assistance if needed and proper living quarters while we are at it."

"Thank you," said the Lieutenant Colonel. She clicked on her radio and told the Marines, "It's all clear. We've been offered hospitality and we're gonna take it."

The rest of the Pelicans Longswords opened their rear hatches and about a hundred Marines piled out, some being carried, others limping along. The Elite growled an order in his native tongue and within minutes several Elites entered the hangar pushing floating gurneys. The injured Marines were set on the gurneys and taken to the medical bay while the rest were led to an empty barracks where they could stay as long as needed.

"Your soldiers are in good hands," the golden-armored Elite assured. "Come with me."

The Elite led Markus and Sarah through winding hallways and into a small circular room. In the center was a small circular table with several large chairs.

"Please, have a seat," the Elite said. The two Humans sat down in the awkwardly shaped chairs, and the Elite sat across the table from them. "I apologize for not introducing myself earlier. I am Zoku 'Talamee, Ship Master of the _Dauntless Judicator_. I assume you two are the commanding officers of your group?

"Yes, I am Lieutenant Colonel Sarah O'Brian, Commanding Officer of the First Battalion Thirty-Fifth Marines, and this is my Executive Officer, Major Markus Gundersen. We were sent to take care of a rebellion at Beta Cassiopeia III, but when we didn't receive reinforcements when we asked for them, we were quickly overrun," O'Brian began to explain. She went into detail about the rebellion, the pirate attack, and the incompetence of the UNSC as 'Talamee listened intently.

When she finished, 'Talamee looked confused. "So your own people abandoned you?" he asked.

"Basically," Gundersen replied. "The problem is that the newly elected HIGHCOM is overconfident and stubborn, so when reinforcements are requested they simply say 'We have full faith that you can do this with what you have, so that's what you're going to do.'"

"I see," Zoku said. "Reminds me of the old days when we took orders from the Prophets. I had a brother who was a Field Master during the war, and when faced against your Spartans the Prophets told him 'We don't care if you've lost half your men. Lose the other half, or lose yourself.' He fell in battle that day, and ever since I have had nothing but hatred for the Prophets."

"Yeah, sometimes I think that siding with the rebellion might not be such a bad idea," Sarah said. "Well, we really appreciate your hospitality, Ship Master. It's been a long two weeks and we really need the rest."

"You are most welcome," 'Talamee bowed his head slightly. "Is there anywhere you need to go?"

"Unfortunately, yes." Sarah sighed. "We need to get back to New Reach and report to the Colonial Defense Committee. Take your time getting there though. The longer I'm away from those bungling bastards the better."

Zoku chuckled as he stood up, "It will take us about four days to get there from here. Is that enough time?"

"Yes, thank you. We should really get back to the troops to see how they are doing."

"I'll take you to them. The ones receiving medical attention should be ready for action by the time you get to New Reach," Zoku then noticed Markus's arm in a sling. "Speaking of which, I will take you to the medical bay to mend your arm, Major Gundersen."

"Thank you," Markus replied.

"My pleasure. While you're here would you like us to repair your ships for you?"

"No thanks, the UNSC can repair them," Sarah said as she and Markus followed the Ship Master through the halls. "It's their fault our ships are in such bad shape. We never would've had to retreat from the planet and get caught in the pirates' attack if they had just sent reinforcements."

"Very well."

---------------

_0617 Hours, April 10th, 2561 (UNSC Military Calendar)_

_UNSC Flagship _Invincible_¸ in orbit around New Reach_

"Sir, I'm reading a slipspace rupture about one point two million kilometers to port," announced Lieutenant Brian Daniels, the sensors officer. He paused a second and continued, "The ship that just came through is Covenant, sir."

"Arm all Archers and charge the MAC guns," Captain Nakano said as he stood from his. He knew the Humans and Covenant had a truce, but he wanted to be prepared just in case. "Be ready for anything."

"All weapons are armed, sir," replied the Lieutenant Walsh. He contemplated asking what Nakano was doing, but he knew better than to question the Captain's motives. He decided to just trust that Captain Nakano knew what he was doing.

"Receiving request for video communication, sir," said the communications officer, Lieutenant Toby Feldman. "It's from the Covenant ship."

"Patch it through to the main screen," the Captain said.

The main viewscreen flickered and a golden armored Elite's face appeared, "Greetings Humans! There is no need for your weapons, ours are powered down."

Captain Nakano wiped a bead of sweat from his temple and sat down. "Power down all weapons, Walsh," he sighed. He was both happy to avoid a conflict, but frustrated that he still hasn't tested his new ship out on a real enemy. "I apologize, Ship Master, but we are always cautious when we see your ships. We never know which ones are still Covenant controlled."

"I understand. It is hard to trust anyone after what you Humans have been through."

"So what business do you have here?"

"We found several of your soldiers stranded in space. They asked to be brought here."

"Very well, who is the officer in charge?"

"Her name is Lieutenant Colonel Sarah O'Brian."

"Good, the Fleet Admiral wants to have a talk with her. Dock with this ship as soon as you get here."

"Will do."

_That woman is gonna get her head chewed off by the brass_, Nakano said to himself. _There's no way she's gonna dig herself out of this one_.

After several minutes, a loud clunk was heard and the massive _Invincible_ shook. The Holy Crusader battlecruiser docked with the Human flagship. The _Invincible_ had two massive arms on each side that could be extended outwards and latch onto large vessels like the UNSC destroyers and frigates. Once secured, an umbilical extended from the _Invincible_ so personnel could walk between ships. This was a very convenient feature of the Flagship, because now Pelicans didn't have to be used if people needed to get from the Flagship to another ship.

Captain Nakano waited at the starboard umbilical for O'Brian. She and Major Gundersen came out of the umbilical's airlock and greeted the Captain with a salute.

"The Colonial Defense Committee has been notified that you're here," the Captain said as he returned the salute. "They would like to speak with you two immediately."


End file.
